Form 8-K

8-K — UPEXI, INC.

Accession: 0001477932-26-005669

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0001775194

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — upxi_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (upxi_ex991.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: upxi_8k.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2026

_______________________________

UPEXI, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware

001-40535

83-3378978

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

(727) 287-2800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001

UPXI

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On September 17, 2026, Upexi, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press Release dated September 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UPEXI, INC.

Dated: September 17, 2026

/s/ Andrew J. Norstrud

Name: Andrew J. Norstrud

Title: Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: upxi_ex991.htm · Sequence: 2

upxi_ex991.htm

EXHIBIT 99.1

Upexi Reports Financial Results for Fiscal Year Ended June 30, 2026

Digital Asset Revenue Totaled $17.4 Million for Fiscal Year 2026

Solana Treasury Totaled Approximately 2.34 Million SOL as of June 30, 2026

Conference Call Scheduled for Today, September 17, 2026, at 5:30 P.M. E.T.

TAMPA, Fla., Sept. 17, 2026 -- Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced its financial results for the fiscal year ended June 30, 2026.

“Fiscal 2026 marked the first full year of our Solana treasury strategy, and in a subdued market for digital assets we focused on what we could control,” said Allan Marshall, Chief Executive Officer of Upexi. “We fortified the balance sheet by retiring debt, increasing our cash position, and, subsequent to year-end, cutting the interest rate on our credit facility. We also completed our efficiency initiative, and expect staking revenue to exceed ongoing cash operating expenses beginning with the current quarter. The market will inevitably turn, and our improved balance sheet and expense base position us well.”

Financial Highlights for the Fiscal Year Ended June 30, 2026

Total revenue for the fiscal year was approximately $25.0 million, compared to $15.8 million for the fiscal year ended June 30, 2025.

Digital asset revenue, which primarily consists of staking income, totaled $17.4 million.

General and administrative expenses were $26.4 million, compared to $11.9 million in the prior year, primarily reflecting the build-out of the treasury strategy.

Net loss totaled $246.1 million, or $3.87 per share, compared to a net loss of $13.7 million, or $1.73 per share, for fiscal 2025. The net loss was primarily driven by $195.1 million of unrealized losses on digital assets.

Cash totaled $5.8 million as of June 30, 2026, up approximately 94% from June 30, 2025.

As of September 15, 2026, the Company had 82,102,474 shares of common stock outstanding.

Solana Treasury as of June 30, 2026

Total SOL held of approximately 2.34 million, with an average purchase price of $154 per SOL.

Approximately 95% of SOL held was staked.

Operational and Other Highlights During and Subsequent to the Fiscal Year

Repurchased approximately 2.9 million shares of common stock.

Retired approximately $19.5 million on the Company’s secured convertible note.

Subsequent to fiscal year-end, amended the Company’s credit facility with BitGo Prime, LLC, reducing the interest rate from 11.5% to 7.5% per year and lowering the required collateral.

Subsequent to fiscal year-end, issued approximately 2.5 million shares of common stock under the Company’s at-the-market program for approximately $2.5 million of gross proceeds.

The Company’s Annual Report on Form 10-K for this period is available on the SEC’s website and on Upexi’s IR website.

Conference Call Information

Event: Upexi Fiscal Year 2026 Earnings Call

Date: Thursday, September 17, 2026

Time: 5:30 p.m. E.T.

Live Call: 1-877-407-9716 (U.S. Toll-Free) or 1-201-493-6779 (International)

Webcast: https://ir.upexi.com/news-events/ir-calendar

For interested individuals unable to join the conference call, a dial-in replay of the call will be available until October 1, 2026, and can be accessed by dialing 1-844-512-2921 (U.S. Toll Free) or 1-412-317-6671 (International) and entering replay pin number: 13762518.

About Upexi, Inc.

Upexi, Inc. (Nasdaq: UPXI) is a leading digital asset treasury company, where it aims to acquire and hold as much Solana (SOL) as possible in a disciplined and accretive fashion. In addition to benefiting from the potential price appreciation of Solana - the cryptocurrency of the leading high-performance blockchain - Upexi utilizes three key value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases. The Company operates in a risk-prudent fashion to position itself for any market environment and to appeal to investors of all kinds, and it currently holds over two million SOL. Upexi also continues to be a brand owner specializing in the development, manufacturing, and distribution of consumer products. Please see www.upexi.com for more information.

Follow Upexi on X - https://x.com/upexitreasury

Follow CEO, Allan Marshall, on X - https://x.com/upexiallan

Follow CSO, Brian Rudick, on X - https://x.com/thetinyant

Forward-Looking Statements

This news release contains “forward-looking statements” as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated use of proceeds. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Company Contact

Brian Rudick, Chief Strategy Officer

Email: brian.rudick@upexi.com

Phone: (203) 442-5391

Investor Contact

KCSA Strategic Communications

Valter Pinto or Jack Perkins

Upexi@KCSA.com

UPEXI, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2026

June 30, 2025

ASSETS

Current assets

Cash

$ 5,778,586

$ 2,975,150

Accounts receivable, net

97,244

157,515

Inventory, net

265,961

1,152,870

Due from VitaMedica transition

10,766

228,017

Prepaid expenses and other assets

988,542

350,836

Current digital assets at fair value

109,625,166

49,913,655

Purchase price receivable - VitaMedica

2,000,000

Total current assets

116,766,265

56,778,043

Property and equipment, net

208,044

2,052,573

Intangible assets, net

86,353

163,113

Goodwill

673,854

848,854

Deferred tax asset

5,948,858

Digital assets at fair value, net of current

55,675,516

56,083,525

Other assets

163,223

192,123

Right-of-use asset, net

598,678

1,739,755

Total noncurrent assets

63,354,526

67,028,801

Total assets

$ 180,120,791

$ 123,806,844

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable

$ 277,644

$ 1,039,370

Accrued compensation

5,277,309

3,470,296

Deferred revenue

4,519

13,155

Accrued liabilities

1,675,521

356,064

Accrued interest

2,349,162

792,449

Acquisition payable

260,652

Current portion of promissory notes

560,000

Short-term treasury debt

57,295,723

20,000,000

Current portion of Cygnet subsidiary notes payable

3,694,721

5,380,910

Current portion of operating lease payable

295,167

691,010

Total current liabilities

71,130,418

32,563,906

Operating lease payable, net of current portion

362,235

1,145,440

Convertible notes payable

162,442,056

Total long-term liabilities

162,804,291

1,145,440

Stockholders' equity

Preferred stock, $0.00001 par value, 10,000,000 shares authorized, and 150,000 shares issued and outstanding

Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 78,702,358 and 38,270,571 shares issued, as of June 30, 2026 and June 30, 2025, respectively

787

383

Additional paid in capital

252,793,813

150,640,935

Accumulated deficit

(306,608,520 )

(60,543,822 )

Total stockholders' equity

(53,813,918 )

90,097,498

Total liabilities and stockholders' equity

$ 180,120,791

$ 123,806,844

UPEXI, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended

June 30, 2026

Year Ended

June 30, 2025

Revenue

$ 7,568,822

$ 14,826,336

Digital asset revenue

17,429,206

985,009

Total revenue

24,998,028

15,811,345

Cost of revenue

2,630,320

4,943,305

Gross profit

22,367,708

10,868,040

Operating expenses

Sales and marketing

2,898,473

4,001,094

Distribution costs

2,627,626

4,691,964

General and administrative

26,398,877

11,935,582

Unrealized loss (gain) on digital assets

195,059,336

(105,474 )

Realized loss on digital asset revenue conversion to USD

4,931,791

Realized loss on sale of digital assets

6,773,418

Stock-based compensation

21,895,814

2,356,862

Amortization of acquired intangible assets

76,760

76,758

Impairment on assets from manufacturing shut down

1,422,289

Impairment on acquired intangible assets

750,000

Depreciation

379,489

681,000

Lease Impairment (gain on settlement), Delray Beach facility

(269,994 )

Total operating expenses

263,213,873

23,367,792

Loss from operations

(240,846,165 )

(12,499,752 )

Other expense, net

Interest expense, net

(13,561,210 )

(1,173,714 )

Gain on extinguishment of debt

10,288,342

Other expense, net

(1,945,665 )

(10,743 )

Other expense, net

(5,218,533 )

(1,184,457 )

Loss on operations before income tax

(246,064,698 )

(13,684,209 )

Income tax benefit (expense)

Net loss

$ (246,064,698 )

$ (13,684,209 )

Basic and diluted loss per share

$ (3.87 )

$ (1.73 )

Basic and diluted weighted average shares outstanding

63,539,613

7,914,268

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